Robert S. McDaniel, Jr. and W. Jane McDaniel - Page 6




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          all sums payable under the 1989 note.  Each guaranty provided in            
          pertinent part:                                                             
                    2.  Guarantor does hereby irrevocably and uncondi-                
               tionally guarantee to the Lender the prompt payment of                 
               the principal, interest and other sums payable under                   
               the Note (including any extensions, modifications or                   
               renewals of the Note) * * *                                            
                         *    *    *    *    *    *    *                              
                    5.  The Lender may enforce the provisions hereof                  
               from time to time as often as occasion therefor may                    
               arise, and the Lender shall not be required to first                   
               exercise any rights against any other person or party                  
               primarily or secondarily liable in respect to the loan                 
               or the obligations of Guarantor hereunder and shall not                
               be required first to initiate, pursue or exhaust any                   
               remedies available to it against any other person or                   
               party or to resort to or enforce any security in its                   
               possession or under its control.                                       
                    6.  No course of dealing or delay or omission on                  
               the part of the Lender in exercising or enforcing any                  
               of its rights or remedies under the Note, Instruments                  
               of Security, or hereunder shall impair or be prejudi-                  
               cial to the rights and remedies of the Lender hereunder                
               and the enforcement hereof.  The Lender may extend,                    
               modify or postpone the time and manner of payment and                  
               performance of the Note, Instruments of Security and                   
               this Agreement, make advances and disbursements under                  
               the Note and Instruments of Security, all without                      
               notice to or consent by the Guarantor and without                      
               thereby releasing, discharging or diminishing its                      
               rights and remedies against the Guarantor hereunder.                   
               Guarantor waives notice of acceptance of this Agree-                   
               ment, notice of the occurrence of any default under the                
               Note, Instruments of Security, or hereunder, and pre-                  
               sentments, demands, protests and notices of any and all                
               action at any time taken or omitted by the Lender in                   
               connection with the loan or this Agreement.                            
                    7.  Guarantor further consents to the Lender                      
               exchanging, surrendering, repledging or otherwise                      
               dealing with the aforesaid items without impairing this                
               Guarantee and hereby waive[s] notice thereof to or                     





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